UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM U-3A-2
Statement by Holding Company Claiming Exemption under
Rule U-3A-2 from the Provisions of the Public Utility
Holding Company Act of 1935
To Be Filed Annually prior to March 1
BLACK HILLS CORPORATION
For the fiscal year ended December 31, 2001
Black Hills Corporation hereby files with the Securities and Exchange
Commission, pursuant to Rule 2, its statement claiming exemption as a holding
company from the provisions of the Public Utility Holding Company Act of 1935,
and submits the following information.
ITEM 1. Name, State of organization, location and nature of business of
claimant and every subsidiary thereof, other than any exempt
wholesale generator ("EWG") or foreign utility company in which
claimant directly or indirectly holds an interest.
Black Hills Corporation
Black Hills Corporation is a South Dakota corporation headquartered in
Rapid City, South Dakota. The corporation is a public utility holding company
and is the ultimate parent corporation of the Black Hills organization.
Subsidiaries of Black Hills Corporation are engaged in the generation,
transmission, distribution and sale of electricity, the production, marketing,
and transportation of natural gas, oil, and coal, and the provision of
communications, cable television, and internet services. Black Hills Corporation
is publicly traded and is listed on the New York Stock Exchange under the symbol
"BKH.".
Black Hills Power, Inc.
Black Hills Power, Inc. ("Black Hills Power") is a South Dakota corporation
and a wholly owned subsidiary of Black Hills Corporation, headquartered in Rapid
City, South Dakota. Black Hills Power is a public utility engaged in the
generation, transmission, distribution and sale of electricity to approximately
59,200 customers in eleven counties in western South Dakota, eastern Wyoming and
southwestern Montana. Black Hills Power is the only public utility subsidiary of
Black Hills Corporation.
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Black Hills Energy Ventures, Inc.
Black Hills Energy Ventures, Inc. ("BHEV") is a South Dakota corporation
and a wholly owned subsidiary of Black Hills Corporation, headquartered in Rapid
City, South Dakota. BHEV is a holding company for subsidiaries engaged in the
independent energy business.
Wyodak Resources Development Corp.
Wyodak Resources Development Corp. ("Wyodak") is a Delaware corporation and
a wholly owned subsidiary of Black Hills Energy Ventures, Inc. Wyodak is
headquartered in Rapid City, South Dakota , but its principal place of business
is in Gillette, Wyoming. Wyodak owns and operates a surface coalmine in the
Powder River Basin of Wyoming. Wyodak produces and markets coal to several
unrelated third parties, and also supplies coal to Black Hills Power.
Subsidiaries of Wyodak are engaged in the businesses of producing and marketing
coal, oil, and natural gas, and the provision of communications, cable
television, and internet services.
Black Hills Exploration & Production, Inc.
Black Hills Exploration & Production, Inc. ("BHEP") is a Wyoming
corporation and a wholly owned subsidiary of Wyodak headquartered in Rapid City,
South Dakota. BHEP engages in oil and natural gas exploration and production in
Wyoming, Montana, North Dakota, Nebraska, Colorado, California, Texas, Oklahoma,
and Louisiana..
Landrica Development Company
Landrica Development Company ("LDC") is a South Dakota corporation and a
wholly owned subsidiary of Wyodak, headquartered in Rapid City, South Dakota.
LDC is the owner of a coal benefication plant located near Gillette, Wyoming.
The plant is currently decommissioned until such time as improvements in
technology make the project economical and marketable.
Black Hills Capital Group, Inc.
Throughout 2001, Black Hills Capital Group, Inc. ("BHCG") was a South
Dakota corporation, and a wholly owned subsidiary of Wyodak headquartered in
Rapid City, South Dakota. Effective December 31, 2001, BHCG was merged into and
consolidated with its parent entity, Wyodak. At that time, the following BHCG
subsidiaries became subsidiaries of Wyodak: Black Hills Fiber Systems, Inc.,
Enserco Energy, Inc., Black Hills Coal Network, Inc., and Black Hills Energy
Resources, Inc.
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Black Hills Fiber Systems, Inc.
Black Hills Fiber Systems, Inc. ("BHFS") is a South Dakota corporation and
a wholly owned subsidiary of Wyodak. BHFS is headquartered in Rapid City, South
Dakota. BHFS is a fifty-one percent member of Black Hills Fibercom, LLC.
Black Hills Fibercom, LLC
Black Hills Fibercom, LLC ("BHFC") is a South Dakota limited liability
company headquartered in Rapid City, South Dakota. The company consists of two
members, BHFS and GLA New Ventures, LLC. The company is engaged in the business
of providing telephone, cable television, and internet services in the Black
Hills region of western South Dakota.
DAKSOFT, Inc.
DAKSOFT, Inc. ("Daksoft") is a South Dakota corporation and a wholly owned
subsidiary of Wyodak headquartered in Rapid City, South Dakota. Daksoft develops
and markets internally generated computer software to its associates and to
unrelated third parties.
Enserco Energy, Inc.
Enserco Energy, Inc. ("Enserco") is a South Dakota corporation and a wholly
owned subsidiary of Wyodak. Enserco is headquartered in Golden, Colorado.
Enserco is engaged in the business of marketing natural gas on a wholesale basis
in the Rocky Mountain and Pacific Coast regions of the United States. Enserco is
also the sole member of VariFuel, LLC.
VariFuel, LLC
VariFuel, LLC ("VariFuel") is a South Dakota limited liability company and
a wholly owned subsidiary of Enserco headquartered in Chicago, Illinois. The
company formerly engaged in marketing retail natural gas in the metropolitan
area of Chicago, Illinois, but is presently inactive.
Black Hills Coal Network, Inc.
Black Hills Coal Network, Inc. ("BHCN") is a South Dakota corporation and a
wholly owned subsidiary of Wyodak. BHCN is headquartered in Mason, Ohio. BHCN
markets coal in the Northeastern, Atlantic and Great Lakes regions of the United
States.
Black Hills Energy Resources, Inc.
Black Hills Energy Resources, Inc. ("BHER") is a South Dakota corporation
and a wholly owned subsidiary of Wyodak. BHER is headquartered in Houston, Texas
and engages in the marketing and transportation of oil.
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Black Hills Energy Pipeline, LLC
Black Hills Energy Pipeline, LLC is a Delaware limited liability company
and a wholly owned subsidiary of BHER headquartered in Houston, Texas. The
company is a 32.33% limited partner in Millennium Pipeline Company, L.P., a
Texas limited partnership which owns and operates an oil pipeline in the Gulf
Coast Region of Texas.
Black Hills Millennium Pipeline, Inc.
Black Hills Millennium Pipeline, Inc. is a South Dakota corporation and a
wholly owned subsidiary of BHER headquartered in Houston, Texas. The company is
a 1.0% general partner in Millennium Pipeline Company, L.P. a Texas limited
partnership which owns and operates an oil pipeline in the Gulf Coast Region of
Texas.
Black Hills Energy Terminal, LLC
Black Hills Energy Terminal, LLC is a South Dakota limited liability
company and a wholly owned subsidiary of BHER headquartered in Houston, Texas.
The company is a 32.33% limited partner in Millennium Terminal Company, L.P., a
Texas limited partnership which owns and operates an oil terminal and storage
facility.
Black Hills Millennium Terminal, Inc.
Black Hills Energy Terminal, Inc. is a South Dakota corporation and a
wholly owned subsidiary of BHER headquartered in Houston, Texas. The company is
a 1.0% general partner in Millennium Terminal Company, L.P., a Texas limited
partnership which owns and operates an oil terminal and storage facility.
Millennium Pipeline Company, L.P.
Millennium Pipeline Co., L.P. is a Texas limited partnership which owns and
operates an oil pipeline in the Gulf Coast region of Texas. Subsidiaries of
Black Hills Corporation hold limited and general partnership interests totaling
one third of the equity interests of the partnership. The remaining interests
are held by Equilon Pipeline Company, LLC.
Millennium Terminal Company, L.P.
Millennium Terminal Co., L.P. is a Texas limited partnership which owns and
operates an oil terminal and storage facility. Subsidiaries of Black Hills
Corporation hold limited and general partnership interests totaling one third of
the equity interests of the partnership. The remaining interests are held by
Equilon Pipeline Company, LLC.
Black Hills Energy Capital, Inc.
Black Hills Energy Capital, Inc. ("BHEC") is a Delaware corporation and a
wholly owned subsidiary of Black Hills Power headquartered in Wheeling,
Illinois. The corporation
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is engaged in the independent power industry. Through
its subsidiaries, BHEC holds investments in numerous hydroelectric and natural
gas fired electric generating facilities located in New York, Massachusetts,
Colorado, Nevada and California that are either qualifying facilities ("QF") or
owned by exempt wholesale generators ("EWGs").
Black Hills Independent Power Fund, Inc.
Black Hills Independent Power Fund, Inc. is a Texas corporation and a
wholly owned subsidiary of BHEC. The corporation is presently inactive.
Black Hills Independent Power Fund II, Inc.
Black Hills Independent Power Fund II, Inc. is an Illinois corporation and
a wholly owned subsidiary of BHEC. The corporation is presently inactive.
Black Hills Berkshire, LLC
Black Hills Berkshire, LLC is a Delaware limited liability company and a
wholly owned subsidiary of BHEC. The company is presently inactive.
Black Hills Capital Development, Inc.
Black Hills Capital Development, Inc. is an Illinois corporation and a
wholly owned subsidiary of BHEC. The corporation is presently inactive.
Black Hills North America, Inc.
Black Hills North America, Inc. is a Delaware corporation and a wholly
owned subsidiary of BHEC headquartered in Wheeling, Illinois. The corporation
holds a one percent general partnership interest in Indeck North American Power
Fund, L.P., which, through its subsidiary, is an investor in electric generating
facilities in Massachusetts and California that are either QFs or owned by EWGs.
North American Funding, LLC
North American Funding, LLC is a Delaware limited liability company and a
wholly owned subsidiary of BHEC headquartered in Wheeling, Illinois. The company
is an investor in one electric generating facility in Massachusetts and two in
California that are either QFs, or owned by EWGs.
EIF Investors, Inc.
EIF Investors, Inc. is a Delaware corporation and a wholly owned subsidiary
of BHEC headquartered in Wheeling, Illinois. The corporation holds BHEC's
investment in Energy Investors Fund, L.P., Energy Investors Fund II, L.P., and
Energy Investors Fund III, L.P.,
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which in turn hold investments in numerous
electric generating facilities that are either QFs, or owned by EWGs in the
United States and elsewhere
Black Hills High Desert, Inc.
Black Hills High Desert, Inc. is a Delaware corporation and a wholly owned
subsidiary of BHEC. The corporation is currently inactive.
Black Hills Idaho Operations, LLC
Black Hills Idaho Operations, LLC, is a Delaware limited liability company
and a wholly owned subsidiary of BHEC. The company is headquartered in Wheeling,
Illinois. The company is engaged in the business of providing plant operating
services to two qualifying natural gas fired facilities located in the Cities of
Rupert and Glenns Ferry, Idaho.
Indeck North American Power Partners, LP
Indeck North American Power Partners, LP ("INAPP") is a Delaware limited
partnership headquartered in Wheeling, Illinois. BHEC holds direct and indirect
limited and general partnership interests in INAPP totaling up to 85.67%. BHEC
also provides management services to INAPP. INAPP is the sole general partner of
Indeck North American Power Fund, L.P.
Indeck North American Power Fund, LP
Indeck North American Power Fund, LP ("INAPF") is a Delaware limited
partnership headquartered in Wheeling, Illinois. BHEC holds direct and indirect
limited and general partnership interests in INAPF totaling up to 81.892%. BHEC
also provides management services to INAPF. INAPF holds investments in two
natural gas fired cogeneration facilities located in Massachusetts and
California that are either QFs or owned by EWGs.
Black Hills Ontario, LLC
Black Hills Ontario, LLC is a Delaware limited liability company with
operations in Ontario, California. BHEC holds direct and indirect membership
interests in the company totaling 50%. BHEC is also a manager of the company.
The company owns and operates a natural gas fired qualifying cogeneration
facility in Ontario, California.
Black Hills Harbor, LLC
Black Hills Harbor, LLC ("Black Hills Harbor") is a Delaware limited
liability company with operations in Long Beach, California. BHEC indirectly
holds a 76.129% membership interest in Black Hills Harbor. Black Hills Harbor
owns 70% of the capital stock of Harbor Cogeneration Company, an EWG that owns
and operates a natural gas fired cogeneration facility in Long Beach,
California.
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Indeck Auburndale, LLC
Indeck Auburndale, LLC is a Delaware limited liability company and a wholly
owned subsidiary of INAPF. The company is currently inactive.
Indeck Gordonsville, LLC
Indeck Gordonsville, LLC is a Delaware limited liability company and a
wholly owned subsidiary of INAPF. The company is currently inactive.
AHDC, LLC
AHDC, LLC is a New York limited liability company and a wholly owned
subsidiary of Adirondack Hydro Development Corporation. The company is currently
inactive.
Acquisition Partners, LP
Acquisition Partners, LP ("APLP") is a New York limited partnership,
headquartered in South Glen Falls, New York. BHEC owns a 21% limited partnership
interest and Adirondack Hydro Development Corporation ("Adirondack Hydro") owns
a 79% general partnership interest in APLP. APLP holds a 21% limited partnership
interest in NHP, LP.
NHP, LP
NHP, LP is a New York limited partnership ("NHP"). The company is
headquartered in South Glens Falls, New York. Adirondack Hydro holds a 99.99%
general partnership interest and APLP owns a 0.01% limited partnership interest
in NHP. The company was licensed in 1992 (58 FERC 62,041) to commence
construction of the Northumberland Hydroelectric Project No. 4244, to be located
on the Hudson Dam of the New York State Barge Canal System.
ICPM, Inc.
ICPM, Inc. is a Delaware corporation and a wholly owned subsidiary of BHEC.
By FERC order dated March 31, 1995 in Docket Number ER95-640-000, ICPM, Inc.
received approval to engage in wholesale electric power and energy transactions
as a marketer. The company is currently inactive.
Middle Falls Corporation
Middle Falls Corporation is a New York corporation and a wholly owned
subsidiary of Adirondack Hydro. The corporation is headquartered in South Glens
Falls, New York. The corporation holds a 49% limited partnership interest in
Middle Falls Limited Partnership, which owns a qualified hydroelectric
generating facility on the Battenkill River system of New York.
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Middle Falls II, LLC
Middle Falls II, LLC is a New York limited liability company that is a
wholly owned subsidiary of Adirondack Hydro. The company is headquartered in
South Glens Falls, New York. The company is a 1% general partner in Middle Falls
Limited Partnership, which owns a qualified hydroelectric generating facility on
the Battenkill River system of New York.
Middle Falls Limited Partnership
Middle Falls Limited Partnership is a New York limited partnership. The
partnership is headquartered in South Glens Falls, New York. Through its
subsidiaries, BHEC owns a 1% general partnership interest and a 49% limited
partnership interest in Middle Falls Limited Partnership. The partnership owns a
qualified hydroelectric generating facility on the Battenkill River System of
New York.
Middle Falls Partners, LLC
Middle Falls Partners, LLC is a New York limited liability company and a
wholly-owned subsidiary of Middle Falls Limited Partnership. The company is
headquartered in South Glens Falls, New York. The company holds the debt used to
finance the construction of the hydroelectric generating facility owned by
Middle Falls Limited Partnership.
Sissonville Corporation
Sissonville Corporation is a New York corporation and a wholly owned
subsidiary of Adirondack Hydro. The corporation is headquartered in South Glens
Falls, New York. The corporation holds a 98% limited partnership interest in
Sissonville Limited Partnership, an EWG that owns a hydroelectric generating
facility on the Raquette River system in New York.
Sissonville II, LLC
Sissonville II, LLC is a New York limited liability company and a wholly
owned subsidiary of Adirondack Hydro. The company is headquartered in South
Glens Falls, New York. The company holds a 2% general partnership interest in
Sissonville Limited Partnership, an EWG that owns a hydroelectric generating
facility on the Raquette River system in New York.
Sissonville Limited Partners, LLC
Sissonville Limited Partners, LLC is a New York limited liability company
and a wholly owned subsidiary of Sissonville Limited Partnership. The company is
headquartered in South Glens Falls, New York. The company holds the debt used to
finance the construction of the hydroelectric generating facility owned by
Sissonville Limited Partnership.
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State Dam Corporation
State Dam Corporation is a New York corporation and a wholly owned
subsidiary of Adirondack Hydro. The corporation is headquartered in South Glens
Falls, New York. The corporation holds a 98% limited partnership interest in
NYSD Limited Partnership, an EWG that owns a hydroelectric generating facility
on the Hudson River system in New York.
State Dam II, LLC
State Dam II, LLC is a New York limited liability company and a wholly
owned subsidiary of Adirondack Hydro. The company is headquartered in South
Glens Falls, New York. The company holds a 2% general partnership interest in
NYSD Limited Partnership, an EWG that owns a hydroelectric generating facility
on the Hudson River system in New York.
NYSD Partners, LLC
NYSD Partners, LLC is a New York limited liability company and a wholly
owned subsidiary of NYSD Limited Partnership. The company is headquartered in
South Glens Falls, New York. The company holds the debt used to finance the
construction of the hydroelectric generating facility owned by NYSD Limited
Partnership.
Warrensburg Corporation
Warrensburg Corporation is a New York corporation and a wholly owned
subsidiary of Adirondack Hydro. The corporation is headquartered in South Glens
Falls, New York. The corporation holds a 98% limited partnership interest in
Warrensburg Hydro Power Limited Partnership, an EWG that owns a hydroelectric
generating facility located on the Hudson River system of New York.
Warrensburg II Corporation
Warrensburg II Corporation is a New York corporation and a wholly owned
subsidiary of Adirondack Hydro. The corporation is headquartered in South Glens
Falls, New York. The corporation holds a 2% general partnership interest in
Warrensburg Hydro Power Limited Partnership, an EWG that owns a hydroelectric
generating facility located on the Hudson River system of New York.
South Glens Falls, LLC
South Glens Falls, LLC is a Delaware limited liability company. The company
is directly and indirectly wholly owned by BHEC. The company is headquartered in
South Glens Falls, New York. The company is a 0.5% general partner in South
Glens Falls Limited Partnership which owns a qualified hydroelectric generating
facility on the Hudson River system of New York.
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South Glens Falls Limited Partnership
South Glens Falls Limited Partnership is a New York limited partnership.
The partnership is headquartered in South Glens Falls, New York. Through its
subsidiaries, BHEC owns a 0.5% general partnership interest and a 29.7% limited
partnership interest in the partnership. The partnership owns a qualified
hydroelectric generating facility on the Hudson River System of New York.
Black Hills Valmont Colorado, Inc.
Black Hills Valmont Colorado, Inc. is a Delaware corporation and a wholly
owned subsidiary of BHEC headquartered in Wheeling, Illinois. The company is
acting as financing agent during the construction phase of Black Hills Colorado,
LLC's expansion project.
Black Hills Fountain Valley, LLC
Black Hills Fountain Valley, LLC ("BHFV") is a Delaware limited liability
company and a wholly owned subsidiary of BHEC headquartered in Wheeling,
Illinois. BHFV holds the investment of BHEC in Fountain Valley Power, LLC
("Fountain Valley Power"). Fountain Valley Power is an EWG and in August 2001,
it began operation of a 240 MW gas fired electric generation facility located
south of Colorado Springs, Colorado.
Black Hills Nevada, LLC
Black Hills Nevada, LLC ("BHN") (formerly known as Southwest Power, LLC) is
a Delaware limited liability company, and a wholly owned subsidiary Black Hills
Southwest, LLC). Through its subsidiaries, the company holds an investment in a
45 MW natural gas-fired cogeneration facility and owns an adjacent 222 MW
natural gas fired electric power generation facility being developed in the City
of North Las Vegas, Nevada.
Black Hills Southwest, LLC
Black Hills Southwest, LLC (formerly known as Black Hills Nevada, LLC) is a
Delaware limited liability company and wholly owned subsidiary of BHEC. Through
its subsidiaries, the company holds an investment in a 45 MW natural gas-fired
cogeneration facility and owns an adjacent 222 MW natural gas-fired electric
power generation facility being developed in the City of North Las Vegas,
Nevada.
Desert Arc I, LLC
Desert Arc I, LLC is a Delaware limited liability company that is owned
fifty percent (50%) by BHN. Desert Arc I is an eighty-five percent (85%) general
partner in Las Vegas Cogeneration Limited Partnership, a Nevada limited
partnership which owns a 45 MW natural gas-fired cogeneration QF located in the
City of North Las Vegas, Nevada. Desert Arc II, LLC
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Desert Arc II, LLC
Desert Arc II, LLC is a Delaware limited liability company, that is owned
fifty percent (50%) by BHN. Desert Arc II is a fifteen percent (15%) limited
partner in Las Vegas Cogeneration Limited Partnership, a Nevada limited
partnership which owns a 45 MW natural gas-fired cogeneration QF located in the
City of North Las Vegas, Nevada.
Las Vegas Cogeneration Limited Partnership.
Las Vegas Cogeneration Limited Partnership ("LVCLP") is a Nevada limited
partnership. BHEC, through its subsidiaries, owns a forty-two and one-half
percent (42.5%) general partnership interest and a seven and one-half percent
(7.5%) limited partnership interest in the partnership. The partnership owns a
45 MW natural gas-fired cogeneration QF located in the City of North Las Vegas,
Nevada.
Las Vegas Cogeneration II, LLC
Las Vegas Cogeneration II, LLC ("LVCII") is a Delaware limited liability
company and wholly owned subsidiary of BHN. The company is currently developing
a 222 MW natural gas-fired electric power generation facility in the City of
North Las Vegas, Nevada. The planned date of commercial operation for the
facility is September 1, 2002. The company expects to apply for EWG status.
Sunco Ltd., a Limited Liability Company
Sunco Ltd, a Limited Liability Company ("Sunco") is a Nevada limited
liability company and a wholly owned subsidiary of BHN. The company owns and
operates a 12-acre greenhouse facility used to grow organic tomatoes. The
greenhouse facility serves as the thermal host required by LVCLP to maintain its
QF status. LVCLP supplies the greenhouse with thermal energy produced by the QF.
Black Hills Nevada Real Estate Holdings, LLC
Black Hills Nevada Real Estate Holdings, LLC is a Delaware limited
liability company and a wholly owned subsidiary of BHN. The company owns and
leases the land on which LVCLP's 45 MW natural gas-fired cogeneration facility,
LVCII's 222 MW natural gas-fired electric power generation facility and Sunco's
greenhouse facility are located.
E-Next A Equipment Leasing Company, LLC
E-Next A Equipment Leasing Company, LLC is a Delaware limited liability
company, and wholly owned subsidiary of BHFV. The company owns and leases
certain equipment, including gas turbines and transformer packages, used at
FVP's generation facility
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Black Hills Nevada Operations, LLC
Black Hills Nevada Operations, LLC is a Delaware limited liability company
and wholly owned subsidiary of BHEC. The company operates the 45 MW natural
gas-fired cogeneration facility owned by Las Vegas Cogeneration Limited
Partnership and located in the City of North Las Vegas, Nevada, as well as
natural gas fired facilities currently under construction in North Las Vegas,
Nevada.
Black Hills Long Beach, Inc.
Black Hills Long Beach, Inc. is a Delaware corporation formed for the
purpose of acquiring additional ownership interests in Harbor Cogeneration
Company, an EWG that owns and operates a natural gas fired cogeneration facility
in Long Beach, California. Black Hills Long Beach, Inc. is a wholly owned
subsidiary of BHEC, which also owns indirect interests in the same facility
through its indirect membership interests in Black Hills Harbor, LLC.
Las Vegas Cogeneration Energy Financing Company, LLC
Las Vegas Cogeneration Energy Financing Company, LLC is a Delaware limited
liability company and a wholly owned subsidiary of LVCII headquartered in Las
Vegas, Nevada. The company owns and will lease certain equipment, including gas
turbines and transformer packages, to be used at LVCII's generation facility
commencing with the date of commercial operation of the facility.
ITEM 2. A brief description of the properties of claimant and each of its
subsidiary public utility companies used for the generation,
transmission, and distribution of electric energy for sale, or for the
production, transmission, and distribution of natural or manufactured
gas, indicating the location of principal generating plants,
transmission lines, producing fields, gas manufacturing plants, and
electric and gas distribution facilities, including all such
properties which are outside the State in which claimant and its
subsidiaries are organized and all transmission or pipelines which
deliver or receive electric energy or gas at the borders of such
State.
ELECTRIC PROPERTIES
The following table provides information on the generation, transmission
and distribution facilities of Black Hills Power.
Generation Facilities
During 2001, 81 percent of the fuel used by Black Hills Power to generate
electricity, measured in Btus (British thermal units), was coal. Black Hills
Power's generation facilities include: the Ben French Plant in Rapid City, South
Dakota, consisting of five 20 MW
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combustion turbines, a 25 MW coal-fired steam
boiler and four 2.5 MW oil-fired internal combustion units; Neil Simpson I and
Neil Simpson II near Gillette, Wyoming, coal units with capacities of 21.8 and
88.9 MW, respectively; Osage Plant in Osage, Wyoming, a 34.5 MW coal-fired
plant; Neil Simpson Complex CT #1, a 40 MW natural gas fired combustion turbine
near Gillette, Wyoming; and the Wyodak Plant (20% share, co-owned with
PacifiCorp) near Gillette, Wyoming, at which Black Hills Power is entitled to
72.4 MW of capacity. Black Hills Power is developing a 40 MW combustion turbine
(the Lange CT #1,) near Rapid City, South Dakota. The facility is expected to be
on line in March of 2002.
Generating Units
Year of Rating Principal
Name of Plant Installation (Kilowatts) Fuel
Osage Plant - Osage, (WY) 1948-1952 34,500 Coal
Ben French Station - Rapid City, (SD) 1960 25,000 Coal
1965 10,000 Oil
1977-1979 100,000 Oil or Gas
Neil Simpson Station - Gillette, (WY) 1969 21,760 Coal
1995 88,900 Coal
Neil Simpson Complex CT 1 - Gillette, (WY) 2000 40,000 Gas
Wyodak Plant - Gillette, (WY) 1978 72,400 Coal
Total 392,560
Of the 392.56 MW total installed capacity, 135 MW of Black Hills Power's
installed capacity is presently located in South Dakota, with an additional
257.56 MW located in Wyoming due to the abundance of low sulfur coal and natural
gas in that state. By constructing its plants in close proximity to their fuel
source, Black Hills Power is able to provide economical power to its customers
and eliminate the substantial cost of transporting fuel by rail or pipeline to
its generating facilities.
Transmission and Distribution Facilities
Because 97% of Black Hills Power's service territory and 96% of its
customers are located in South Dakota, 2,106 miles (96%) of Black Hills Power's
2,195 miles of distribution lines are also located in that state, with 63
additional miles (3%) of distribution lines serving Black Hills Power's Wyoming
customers and 26 miles (1%) of distribution lines serving its Montana customers.
Black Hills Power owns transmission lines consisting of 447 miles of 230 kV
transmission lines, 533 miles of 69 kV lines and 8 miles of 47 kV lines. Black
Hills Power also jointly owns 43 miles of 230 kV transmission lines with Basin
Electric Power Cooperative. Over six hundred miles of Black Hills Power's
transmission lines (59%) are located in South Dakota, with 289 additional
line-miles (28%) in Wyoming that are used to transmit the economical power
generated by Black Hills Power's mine-mouth coal-fired
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facilities and natural
gas fired turbine located in Wyoming to its load centers in South Dakota. Black
Hills also owns 40 miles of transmission line (4%) in Montana that are used to
serve its customers in that State and 94 miles of transmission line (9%) in
Nebraska, the sole purpose of which is to interconnect Black Hills Power with
the Western Area Power Administration's facilities in Stegall, Nebraska.
In addition to the facilities identified above, Black Hills Power owns a
service center in Rapid City, several district office buildings at various
locations within its service area and an eight-story home office building in
Rapid City, South Dakota, housing its home office on four floors, with the
balance of the building rented to others.
NON-ELECTRIC ENERGY PROPERTIES
Non-electric energy properties consist of coal mining properties, oil and
natural gas properties and energy marketing properties.
Coal Mining Properties
Wyodak is engaged in mining and processing sub-bituminous coal near
Gillette in Campbell County, Wyoming, and owns or has user rights in the
necessary mining, processing and delivery equipment to fulfill its sales
contracts. The coal averages 8,000 Btus per pound. Mining rights to the coal are
based upon four federal leases and one state lease. The estimated recoverable
coal from the leases as of December 31, 2001 is 276,647,700 tons, of which
37,893,000 tons are committed to be sold to the Wyodak Plant and approximately
22,152,000 tons to Black Hills Power's other plants.
Oil and Natural Gas Properties
Black Hills Exploration and Production operates 388 wells as of December
31, 2001. The majority of these wells are in the Finn Shurley Field, located in
Weston and Niobrara Counties, Wyoming. Black Hills Exploration and Production
does not operate, but owns a working interest in 422 producing properties
located in the western and southern United States. Black Hills Exploration and
Production also owns a 44.7 percent non-operating interest in a natural gas
processing plant located at the Finn Shurley Field.
Energy Marketing Properties
In 1999, Black Hills Energy Resources formed Black Hills Millennium
Pipeline Company to own a minority interest in a 200-mile pipeline in Texas. The
pipeline has a capacity of 67,000 barrels per day. The majority owner and
operator of the pipeline is Equilon Pipeline Company, LLC.
ITEM 3. The following information for the last calendar year with
respect to claimant and each of its subsidiary public utility
companies:
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Black Hills Power is the only public utility company
subsidiary of Black Hills Corporation. Black Hills Power
conducts its utility business substantially within the State
of South Dakota.
(a) Number of kwh of electric energy sold (at retail or
wholesale), and Mcf. of natural or manufactured gas
distributed at retail.
Retail: 1,568,453,000 kwh
(b) Number of kwh of electric energy and Mcf. of natural or
manufactured gas distributed at retail outside the State in
which each such company is organized.
Out of state: 138,446,000 kwh (Wyoming) + 13,460,000 kwh
(Montana) = 151,906,000kwh
(c) Number of kwh of electric energy and Mcf. of natural or
manufactured gas sold at wholesale outside the State in which
each such company is organized, or at the State line.
Electricity generated by Black Hills Power's generating plants
is primarily sold to retail customers located in South Dakota.
Energy purchased outside of the state of South Dakota from
other utilities is resold at wholesale outside the state.
Black Hills Power also engages in non-firm energy/opportunity
sales outside the state of South Dakota.
(d) Number of kwh of electric energy and Mcf. of natural or
manufactured gas purchased outside the State in which each
such company is organized or at the State line.
STATE KWH
Wyoming 135,927,000
Colorado 51,877,000
Nebraska 3,519,000
Idaho 200,000
Montana 180,000
ITEM 4. The following information for the reporting period with respect
to claimant and each interest it holds directly or indirectly in
an EWG or a foreign utility company, stating monetary amounts in
United States dollars:
(a) Name, location, business address and description of the
facilities used by the EWG or foreign utility company for the
generation, transmission and distribution of electric energy
for sale or for the distribution at retail of natural or
manufactured gas.
15
(b) Name of each system company that holds an interest in such EWG
or foreign utility company; and description of the interest
held.
(c) Type and amount of capital invested, directly or indirectly,
by the holding company claiming exemption; any direct or
indirect guarantee of the security of the EWG or foreign
utility company by the holding company claiming exemption; and
any debt or other financial obligation for which there is
recourse, directly or indirectly, to the holding company
claiming exemption or another system company, other than the
EWG or foreign utility company.
(d) Capitalization and earnings of the EWG or foreign utility
company during the reporting period.
(e) Identify any service, sales or construction contract(s)
between the EWG or foreign utility company and a system
company, and describe the services to be rendered or goods
sold and fees or revenues under such agreement(s).
Black Hills Generation, Inc.
(a) Black Hills Generation, Inc. ("Black Hills Generation" formerly WYGEN,
Inc.)is an exempt wholesale generator ("EWG") and a Wyoming
Corporation. The FERC accepted Black Hills Generation's application for
EWG status in a Letter Order reported at 69 FERC P. 61,036 (1994).
Black Hills Generation's business address is 625 9th Street, P.O. Box
1400, Rapid City, SD 57709. In August of 1999, Black Hills Generation
began initial engineering and site preparation for a 90 megawatt coal-
fired electric generation facility to be located near Gillette,
Wyoming, at the Wyodak coal mine (the "Wygen Plant"). The company will
lease this facility from Wygen Funding, LP, an unrelated Delaware
limited partnership owned by the project financiers. Black Hills
Generation will also construct transmission facilities sufficient to
deliver electric energy from the Wygen Plant to the Black Hills Power
transmission system through an interconnection with the Wyodak
Substation. The Wygen Plant is scheduled to be completed in 2003. On
May 4, 2001, Black Hills Generation placed in service, a 40 MW
combustion turbine (the Neil Simpson Complex CT #2) near Gillette,
Wyoming.
(b) Black Hills Generation is wholly owned by Wyodak.
(c) Black Hills Corporation, through its wholly owned subsidiary, Wyodak,
has made capital contributions to Black Hills Generation totaling
$66,501,000. Black Hills Generation had loans outstanding from Wyodak
of $16,527,000 at December 31, 2000 and $117,032,000 at December 31,
2001. Black Hills Generation also had a loan outstanding from Black
Hills Corporation of $279,461,000 at December 31, 2001.
16
(d) Total equity as of December 31, 2001 was $69,540,000. Net income for
the twelve month period ended December 31, 2001 was $3,540,000.
(e) Black Hills Generation entered into a Firm Point-to-Point Service
Agreement with Black Hills Power, Inc., to deliver up to 40 MW of
capacity and energy pursuant to rates governed by the Open Access
Transmission Tariff filed by Black Hills Power, Inc., in FERC Docket
Number OA96-75-000. This agreement was effective from May 1, 2001
through August 31, 2001 and was extended through February 28, 2002.
Fees and service charges are billed pursuant to FERC Open Access Tariff
rates.
Black Hills Generation entered into a Services and Facilities Agreement
with Black Hills Power, Inc. on April 25, 2001, under which Black Hills
Power, Inc. provides operation, maintenance and emergency services, as
well as water, compressed air and auxiliary services for the benefit of
a 40 MW gas combustion turbine owned by Black Hills Generation and
located near Gillette, Wyoming. Fees and service charges are billed at
cost.
Black Hills Colorado, LLC
(a) Black Hills Colorado, LLC ("Black Hills Colorado" formerly named Indeck
Colorado, LLC), is an EWG and a Delaware limited liability company.
Black Hills Colorado is administered from 1075 Noel Ave, Wheeling, IL
60090. FERC accepted Black Hills Colorado's application for EWG status
in an order reported at 91 FERCP. 62,131 (2000). Black Hills Colorado
owns and operates two natural gas-fired combustion turbines, an 80 MW
facility located at the Arapahoe Power Station in Denver, Colorado, and
an 80 MW facility located at the Valmont Power Station in Boulder,
Colorado. As part of the agreement under which Public Service Company
of Colorado ("PSCo") permitted Black Hills Generation to develop the
facilities, the EWG agreed to sell-back the power and energy produced
from the facilities to PSCo for a period of seven years following their
completion. Black Hills Colorado has also entered into an agreement
with PSCo wherein Black Hills Colorado will construct an additional
50MW to be located at the Arapahoe Station. This 50 MW will become
operational in early 2002. With this expansion a new ten year tolling
agreement was executed (replacing the original seven year agreement)
providing for the EWG to sell back all 210 MW of the Arapahoe and
Valmont Power Stations' output to PSCo through May of 2012.
(b) Black Hills Colorado is wholly owned by BHEC.
(c) Black Hills Generation, Inc. and Indeck Capital, Inc. made equity
contributions of $21,278,000 and $360,000, respectively, in June, 2000.
In addition, BHEC made equity contributions of $28,330,000 in 2001,
bringing total equity to $49,968,000. On July 7, 2000, Indeck Capital,
Inc. was merged into Black Hills Energy Capital, Inc., a wholly owned
subsidiary of Black Hills Corporation. Effective on December 31, 2000,
the equity interest of Black Hills Generation, Inc. in Black Hills
Colorado was assigned to Black Hills Energy Capital, Inc.
17
(d) As of December 31, 2001, Black Hills Colorado, LLC had total equity of
$53,127,000. Its net income for the twelve-month period ended December
31, 2001 was $105,547
(e) None.
Fountain Valley Power, LLC
(a) Fountain Valley Power, LLC is a Delaware limited liability company and
a wholly owned subsidiary of BHEC. Fountain Valley Power is an exempt
wholesale generator ("EWG"). The FERC accepted Fountain Valley Power's
application for EWG status in a letter order reported at 95 FERC 62,099
2001. Fountain Valley Power's business address is 350 Indiana Street,
Suite 220, Golden, Colorado 80401.
In August 2001, Fountain Valley Power began operation of a 240 MW gas
fired electric generation facility located south of Colorado Springs,
Colorado. The project output is sold under a Tolling Agreement to
Public Service Company of Colorado ("PSCo").
(b) Fountain Valley Power is wholly owned by Black Hills Fountain Valley,
Inc., which in turn is wholly owned by BHEC.
(c) Black Hills Corporation has indirectly contributed $36,000,000 in
equity in Fountain Valley Power, its wholly owned subsidiary, BHEC.
There are no direct or indirect guarantees by Black Hills Corporation
in favor of Fountain Valley Power. There is no direct or indirect
recourse to Black Hills Corporation or any system company relating to
any debt of Fountain Valley Power.
(d) As of December 31, 2001, Fountain Valley Power had total equity of
$38,794,048. For the twelve month period ended December 31, 2001, net
earnings totaled $4,249,252.
(e) On March 30, 2001, Fountain Valley Power, LLC entered into a Project
Services Agreement with BHEC, by which BHEC or its affiliates agreed to
provide development, management and/or technical services during the
permitting, construction and commercial operations phases of the
project. Fees and services charges are billed pursuant to a Schedule of
Service Charges attached to the Agreement. In addition, the company
pays BHEC an annual service fee of $250,000 for services performed
under the agreement.
Harbor Cogeneration Company
(a) Harbor Cogeneration Company ("Harbor Cogen") is an EWG and a California
corporation that owns a 98 MW cogeneration facility located near the
City of Long Beach in Los Angeles County, California. Harbor Cogen is
administered from 1075 Noel Ave, Wheeling, IL 60090. Harbor Cogen's
application for EWG status was
18
approved by FERC in a Letter Order reported at 86 FERC P. 62,188
(1999). The project output is ordinarily sold on a merchant basis to
the California ISO. Harbor Cogen's facilities are directly connected to
Southern California Edison Company's 230 kV transmission system through
a step-up transformer owned by Harbor Cogeneration.
(b) BHEC directly and indirectly (by and through its interest in Indeck
North American Power Fund, L.P.) owns a 76.129% interest in Black Hills
Harbor, LLC, which, in turn, owns a 70% interest in the EWG. Thus
BHEC's indirect interest in Harbor Cogen is approximately 53.29%.
(c) On March 30, 1987, South Coast Energy Company contributed $840,000 to
Harbor Cogen. South Coast Energy Company's interest was later acquired
by Indeck Harbor, LLC, which Black Hills Corporation is now the
indirect owner of 45.37% of. Black Hills Corporation's indirect
investment in the company equates to $639,156. There are presently no
direct or indirect guarantees by Black Hills Corporation in favor of
Harbor Cogen or recourse debt to any system company.
(d) As of December 31, 2001, Harbor Cogen had total equity of $50,996,814.
For the twelve months ended December 31, 2001 Harbor Cogen's earnings
totaled $10,115,944.
(e) None.
Adirondack Hydro Development Corporation
(a) Adirondack Hydro Development Corporation ("Adirondack Hydro") is a
Delaware corporation, located at 39 Hudson Falls Road, South Glens
Falls, NY 12803. In Adirondack Hydro Development Corporation, 92 FERC
P. 62,165 (2000), FERC determined that Adirondack Hydro was an EWG.
Adirondack Hydro holds direct and indirect interests in other EWGs
including Northern Electric Power Co., L.P., Hudson Falls, LLC,
Sissonville Limited Partnership, Warrensburg Hydro Power Limited
Partnership, NYSD Limited Partnership, Adirondack Hydro - Fourth
Branch, LLC, and Adirondack Operating Services, LLC.
(b) Adirondack Hydro is wholly owned by BHEC.
(c) Indeck Capital, Inc. contributed $3,975,105 to Adirondack Hydro prior
to Black Hills Corporation's ownership of the EWG. Black Hills
Corporation has indirectly invested $15,855,000 in Adirondack Hydro
through its wholly owned subsidiary, BHEC. There are no direct or
indirect guaranties by Black Hills Corporation in favor of Adirondack
Hydro. There is no direct or indirect recourse to Black Hills
Corporation or any system company relating to any debt of Adirondack
Hydro.
(d) As of December 31, 2001, Adirondack Hydro had total equity of $
55,931,238. For the twelve-month period ended December 31, 2001 net
earnings totaled $4,062,707.
19
(e) Adirondack Hydro is a party to a service contract with its wholly owned
subsidiary Adirondack Operating Services, LLC, wherein Adirondack Hydro
receives management and administrative services from Adirondack
Operating Services, LLC. Adirondack Operating Services, LLC provides
these services at cost.
Northern Electric Power Co., L.P.
(a) Northern Electric Power Co., L.P., ("Northern Electric") is a New York
limited partnership located at 39 Hudson Falls Road in South Glens
Falls, New York 12803. On January 14, 1994, FERC determined that
Northern Electric was an EWG. Northern Electric Power Co., 66 FERCP.
61,060 (1994). Northern Electric owns Hudson Falls, a FERC
jurisdictional 36.1 MW net capacity QF located on the Hudson River near
the Town of Moreau, in Saratoga and Washington Counties, New York. The
Hudson Falls facility was granted qualifying status in Northern
Electric Power Co., LP, 65 FERCP. 62,231 (1993) and has filed several
self-certifications of qualifying status thereafter.
(b) Through their subsidiary, Hudson Falls, LLC, Adirondack Hydro (98.5%)
and BHEC (1.5%) indirectly own half of the 1% general partnership
interest in Northern Electric. Adirondack Hydro directly owns a 32.5%
limited partnership interest in Northern Electric.
(c) Adirondack Hydro contributed $3,137,798 to Northern Electric in 1995.
Black Hills Corporation acquired Adirondack Hydro on July 7, 2000 with
the merger of Adirondack Hydro's parent, Indeck Capital, Inc. into
BHEC. Allstate Insurance Company and Allstate Life Insurance Company
contributed $4,184,253 and $2,091,342 to Northern Electric,
respectively, in 1995. As of December 31, 2001, Adirondack Hydro
acquired all of the interests of Allstate Insurance Company's and
Allstate Life Insurance Company's respective limited partnership
interests. There are no direct or indirect guarantees in favor of
Northern Electric by Black Hills Corporation. There is no direct or
indirect recourse to Black Hills Corporation or any system company
relating to any debt of Northern Electric.
(d) As of December 31, 2001. Northern Electric had total equity of
$11,342,053. For the twelve-month period ended December 31, 2001 net
earnings totaled $ 3,666,549.
(e) Northern Electric is a party to a service contract with Adirondack
Operating Services, LLC, wherein Adirondack Operating Services, LLC
provides management, administrative and operating services to Northern
Electric. Adirondack Operating Services, LLC provides these services at
cost.
Hudson Falls, LLC
(a) Hudson Falls, LLC ("Hudson Falls") is a New York limited liability
company whose business address is 39 Hudson Falls Road, South Glens
Falls, New York 12803.
20
Hudson Falls holds one-half of the general partnership interest in
Northern Electric. FERC determined that Hudson Falls was an EWG in
Hudson Falls, LLC, 73 FERC P. 61,062 (1995).
(b) Adirondack Hydro (98.5%) and BHEC (1.5%) jointly own Hudson Falls.
(c) The original members of the company, Adirondack Hydro, J. Forester, R.
Dudley and S. Chwiecko, contributed $10,683.43, $790.00, $790.00 and
$790.00, respectively, to Hudson Falls in 1995. Adirondack Hydro
subsequently bought the interests of all of the other original members
of the company when it was acquired by Indeck Capital, Inc. in 1997. A
1.5% interest was then transferred by Adirondack Hydro to Indeck
Capital, Inc. Black Hills Corporation indirectly acquired 100% of
Hudson Falls through the merger of Indeck Capital, Inc. into its wholly
owned subsidiary BHEC on July 7, 2000. There are no direct or indirect
guarantees of any Hudson Falls debt by Black Hills Corporation. There
is no direct or indirect recourse to Black Hills Corporation or any
system company relating to any debt of Hudson Falls.
(d) As of December 31, 2001, Hudson Falls had total equity of $119,861. For
the twelve-month period ended December 31, 2001, net earnings totaled
$96,778.
(e) Hudson Falls is a party to a service contract with Adirondack Operating
Services, LLC, wherein Adirondack Operating Services, LLC provides
management and administrative services to Hudson Falls. Adirondack
Operating Services, LLC provides these services at cost.
Sissonville Limited Partnership
(a) Sissonville Limited Partnership ("Sissonville") is a limited
partnership formed under the laws of the State of New York. Its
business address is 39 Hudson Falls Road, South Glens Falls, New York
12803. Sissonville is an EWG that owns and operates a hydroelectric
facility with an installed capacity of 2.3 MW which is located on the
Raquette River in the Town of Potsdam, St. Lawrence County, New York.
FERC approved Sissonville's application for EWG status in an order
reported at 92 FERC P. 62,129 (2000).
(b) Adirondack Hydro is presently the indirect owner of 2% general
partnership and 98% limited partnership interests in Sissonville by and
through its interests in Sissonville Corporation and Sissonville II,
LLC.
(c) Adirondack Hydro contributed $102 to Sissonville on September 1, 1989.
Black Hills Corporation indirectly acquired this interest through the
merger of Sissonville's ultimate parent corporation, Indeck Capital,
Inc., into BHEC on July 7, 2000. On October 27, 2000, Adirondack Hydro
contributed an additional $2,673,424 to Sissonville. There are no
direct or indirect guarantees by Black Hills Corporation in favor of
Sissonville. There is no direct or indirect recourse to Black Hills
Corporation or any system company relating to any debt of Sissonville.
21
(d) As of December 31, 2001, Sissonville had total equity of $1,552,025.
For the twelve-month period ended December 31, 2001 net earnings
totaled $92,316.
(e) Sissonville is a party to a service contract with Adirondack Operating
Services, LLC, wherein Adirondack Operating Services, LLC provides
management, administrative and operating services to Sissonville.
Adirondack Operating Services, LLC provides these services at cost.
Warrensburg Hydro Power Limited Partnership
(a) Warrensburg Hydro Power Limited Partnership ("Warrensburg Hydro") is a
New York limited partnership, which is headquartered at 39 Hudson Falls
Road, South Glens Falls, New York 12803. Warrensburg Hydro is an EWG
that owns and operates a hydroelectric facility with an installed
capacity of 2.8 MW which is located on the Schroon River in the Town of
Warrensburg, Warren County, New York. Warrensburg's application for EWG
status was approved by FERC in an order reported at 92 FERC P. 62,157
(2000).
(b) Warrensburg is an indirect wholly owned subsidiary of Adirondack Hydro
by and through Adirondack Hydro's ownership of Warrensburg Corporation
and Warrensburg II Corporation.
(c) The original partners, Adirondack Hydro, Dominion Energy, Inc. and
Dominion Cogen NY, Inc., contributed $300,000, $2,254,000 and $46,000,
respectively, to Warrensburg on December 30, 1987. On October 31,
1998, Adirondack Hydro purchased the partnership interests held by
Dominion Energy, Inc. and Dominion Cogen NY, Inc. Adirondack then
transferred its limited and general partnership interests in
Warrensburg to its wholly owned subsidiaries, Warrensburg Corporation
and Warrensburg II Corporation, respectively. Black Hills Corporation
acquired indirect ownership of Warrensburg on July 7, 2000 when its
wholly owned subsidiary BHEC merged with Warrensburg ultimate parent,
Indeck Capital, Inc. There are no direct or indirect guarantees by
Black Hills Corporation in favor of Warrensburg. There is no direct or
indirect recourse to Black Hills Corporation or any system company
relating to any debt of Warrensburg.
(d) As of December 31, 2001, Warrensburg had total equity of $1,040,471.
For the twelve-month period ended December 31, 2001, net loss totaled
$570,201.
(e) Warrensburg is a party to a service contract with Adirondack Operating
Services, LLC, wherein Adirondack Operating Services, LLC provides
management, administrative and operating services to Warrensburg.
Adirondack Operating Services, LLC provides these services at cost.
22
NYSD Limited Partnership
(a) NYSD Limited Partnership ("NYSD") is a limited partnership formed under
the laws of the State of New York. Its business address is 39 Hudson
Falls Road, South Glens Falls, New York 12803. NYSD is an EWG that owns
and operates a hydroelectric facility with an installed capacity of
11.7 MW which is located on the Mohawk River in the Town of Waterford
and City of Cohoes in Saratoga and Albany Counties, New York. FERC
approved NYSD's application for EWG status in an order reported at 92
FERC P. 62,158 (2000).
(b) Adirondack Hydro is the indirect owner of 2% general partnership and
98% limited partnership interests in NYSD by and through its ownership
of interests in State Dam Corporation and State Dam II, LLC.
(c) Adirondack Hydro contributed $513,102 to NYSD on December 1, 1989.
Black Hills Corporation indirectly acquired this interest through the
merger of NYSD's ultimate parent corporation, Indeck Capital, Inc.,
into BHEC on July 7, 2000. On October 27, 2000, Adirondack Hydro
contributed an additional $8,642,777 to NYSD. There are no direct or
indirect guarantees by Black Hills Corporation in favor of NYSD. There
is no direct or indirect recourse to Black Hills Corporation or any
system company relating to any debt of NYSD.
(d) As of December 31, 2001, NYSD had total negative equity of $7,289,526.
For the twelve-month period ended December 31, 2001 net income totaled
$513,426.
(e) NYSD is a party to a service contract with Adirondack Operating
Services, LLC, wherein Adirondack Operating Services, LLC provides
management, administrative and operating services to NYSD. Adirondack
Operating Services, LLC provides these services at cost.
Adirondack Hydro - Fourth Branch, LLC
(a) Adirondack Hydro - Fourth Branch, LLC ("Fourth Branch") is a limited
liability company organized under the laws of the State of New York.
The principal business address of Fourth Branch is 39 Hudson Falls
Road, South Glens Falls, New York 12803. The FERC accepted Fourth
Branch's application for EWG status in a Letter Order reported at 93
FERC P. 62,108 (2000). On September 29, 2000 Fourth Branch acquired
ownership of a hydroelectric generating facility with an installed
capacity of 3.35 MW located on the Mohawk River in the Town of
Waterford, Saratoga County, New York. This is currently the only
generating facility owned by Fourth Branch.
(b) Adirondack Hydro is the sole member of Fourth Branch.
(c) Adirondack Hydro made an equity contribution of $634,441 in Fourth
Branch on October 20, 2000. There are presently no direct or indirect
guarantees by Black Hills
23
Corporation or any other system company in favor of Fourth Branch or
any recourse debt to Black Hills Corporation or any system company.
(d) As of December 31, 2001, Fourth Branch had total equity of $767,053.
For the twelve months ended December 31, 2001, Fourth Branch's earnings
totaled $81,379.
(e) Fourth Branch is a party to a service contract with Adirondack
Operating Services, LLC wherein Adirondack Operating Services, LLC
provides management, administrative and operating services to Fourth
Branch. Adirondack Operating Services, LLC provides these services at
cost.
Adirondack Operating Services, LLC
(a) Adirondack Operating Services, LLC ("Adirondack Operating") is a
limited liability company incorporated in New York whose business
address is 39 Hudson Falls Road, South Glens Falls, New York 12803.
Adirondack Operating operates seven associated hydroelectric generating
facilities (both EWGs and QFs) located in New York State. On October
12, 1995, FERC issued a determination that Adirondack Operating is an
EWG. Adirondack Operating Services, LLC, 73 FERC P. 61,061 (1995).
(b) Adirondack Hydro (98.5%) and BHEC (1.5%) jointly own Adirondack
Operating.
(c) Adirondack Hydro contributed $1,000 to Adirondack Operating on August
11, 1995. Black Hills Corporation indirectly acquired this interest
through the merger of Adirondack Operating's ultimate parent
corporation, Indeck Capital, Inc., into BHEC on July 7, 2000. There are
no direct or indirect guarantees by Black Hills Corporation in favor of
Adirondack Operating. There is no direct or indirect recourse to Black
Hills Corporation or any system company relating to any debt of
Adirondack Operating.
(d) As of December 31, 2001, Adirondack Operating had total equity of
$1,000. Adirondack Operating had no profit or loss for the twelve month
period ended December 31,2001.
(e) Adirondack Operating provides management, administrative and operating
services to the following Black Hills Corporation subsidiaries:
Adirondack Hydro, Warrensburg, NYSD, Sissonville, Hudson Falls,
Northern Electric, South Glens Falls, L.P., and Fourth Branch.
Adirondack Operating provides these services at cost.
Indeck Pepperell Power Associates, Inc.
(a) Indeck Pepperell Power Associates, Inc. ("Indeck Pepperell"), is an EWG
incorporated in the State of Delaware with its principal business
offices located at 1075 Noel Ave., Wheeling, IL 60090. Indeck Pepperell
owns a 38 MW cogeneration facility located in Pepperell, Massachusetts
near the James River Pepperell, Inc. paper mill. Pepperell Power
Associates Limited Partnership's (the predecessor to Indeck
24
Pepperell) application for EWG status was granted by FERC in Pepperell
Power Associates Limited Partnership, 62 FERC P. 61,182 (1993).
(b) BHEC indirectly owns 82.892% of the capital stock of Indeck Pepperell
by and through its interests in Indeck North American Power Fund, L.P.
(c) Indeck Pepperell has total paid in capital of $10,947,564. Of that
amount, $8,940,547 is attributable to Black Hills Corporation through
its ownership interests in Indeck North American Power Fund, L.P. There
are no direct or indirect guarantees by Black Hills Corporation in
favor of Indeck Pepperell. There is no direct or indirect recourse to
Black Hills Corporation or any system company relating to any debt of
Indeck Pepperell.
(d) As of December 31, 2001, Indeck Pepperell had total equity of
$7,303,924. Indeck Pepperell had net income of $146,193 for the twelve
month period ended December 31,2001.
(e) None.
Jamaica Private Power Company
(a) Jamaica Private Power Company ("Jamaica Power"), an EWG that is a
Jamaican limited liability company. Jamaican Power owns a 60 MW diesel
combined cycle facility located in Rockfort, Kingston, Jamaica. Jamaica
Power's application for EWG status was granted by FERC in Jamaica
Private Power Company Limited, 67 FERC P. 61,279 (1994).
(b) EIF Investors, Inc. owns a 0.5% general partnership interest and a
6.46% limited partnership interest in Energy Investors Fund II, L.P.
("EIFII") which, in turn, holds a 15.7% Class B Membership in Jamaica
Power.
(c) EIF Investors, Inc. has invested $7.5 million in EIFII. EIFII has
invested $7.32 million in Jamaica Power. There are no direct or
indirect guarantees by Black Hills Corporation in favor of Jamaica
Power. There is no direct or indirect recourse to Black Hills
Corporation or any system company relating to any debt of Jamaica
Power.
(d) As of December 31, 2001, the total cost of Jamaica Power's facility was
$144,000,000.
(e) None.
P.H. Rio Volcan, S.A.
(a) P.H. Rio Volcan, S.A. ("Rio Volcan"), an EWG that is incorporated in
Costa Rica and located at Santo Domingo de Heredia del Hotel
Bouganville 200 Mts. Al Este de la
25
Iglesia Catolica, Heredia, Costa Rica. Rio Volcan owns a 17 MW
hydroelectric facility located in the District of Sarapiqui, Canton of
Alajuela, Province of Alajuela, Costa Rica. Rio Volcan's application
for EWG status was granted by FERC in P.H. Rio Volcan, S.A., 82 FERCP.
62,029 (1998).
(b) EIF Investors, Inc. holds a 0.5% general partnership interest and a
6.46% limited partnership interest in EIFII. EIFII holds a 35%
ownership interest in Rio Volcan.
(c) BHEC has invested $7.5 million in EIFII. EIFII has invested $1.5
million in the project. There are no direct or indirect guarantees by
Black Hills Corporation in favor of Rio Volcan. There is no direct or
indirect recourse to Black Hills Corporation or any system company
relating to any debt of Rio Volcan.
(d) As of December 31, 2001, the total cost of Rio Volcan was $33,600,000.
(e) None.
P.H. Don Pedro, S.A.
(a) P.H. Don Pedro, S.A. ("Don Pedro"), an EWG that is incorporated in
Costa Rica, with its principal business offices located at Santo
Domingo de Heredia del Hotel Bouganville 200 Mts. Al Este de la Iglesia
Catolica, Heredia, Costa Rica. Don Pedro owns a 14.5 MW hydroelectric
facility located in the District of Sarapiqui, Canton of Alajuela,
Province of Alajuela, Costa Rica. Don Pedro's application for EWG
status was granted by FERC in P.H. Don Pedro, S.A., 78 FERCP. 62,198
(1997).
(b) EIF Investors, Inc. holds a 0.5% general partnership interest and a
6.46% limited partnership in EIFII. EIFII holds a 29% ownership
interest in Don Pedro.
(c) EIF Investors, Inc. has invested $7.5 million in EIFII. EIFII has
invested $1.5 million in the project. There are no direct or indirect
guarantees by Black Hills Corporation in favor of Don Pedro. There is
no direct or indirect recourse to Black Hills Corporation or any system
company relating to any debt of Don Pedro.
(d) As of December 31, 2001, the total cost of Don Pedro was $25,200,000.
(e) None.
Berkshire Power Company, L.L.C.
(a) Berkshire Power Company, L.L.C. ("Berkshire Power"), a Massachusetts
limited liability company with its principal office located at 200 High
Street, 5th Floor, Boston, MA 02110 is an EWG that was formed to
construct and own an eligible 270 MW facility located in Agawam,
Massachusetts. Berkshire Power's application for
26
EWG status was granted by FERC in Berkshire Power Company, L.L.C., 89
FERC P. 62,164 (2000).
(b) EIF Investors, Inc. owns a 0.5% general partnership interest and a 4.9%
limited partnership interest in Project Finance Fund III ("EIFIII").
EIFIII holds a 28.5% equity interest in Berkshire Power.
(c) The total cost of the Berkshire Power facility was $200,000,000 as of
December 31, 2001. Of that amount, $51,000,000 is attributable to
EIFIII. There are no direct or indirect guarantees by Black Hills
Corporation in favor of Berkshire Power. There is no direct or indirect
recourse to Black Hills Corporation or any system company relating to
any debt of Berkshire Power.
(d) As of December 31, 2001, the total cost of the Berkshire Power facility
was $200,000,000. Berkshire Power had no revenues in the twelve month
period ended December 31, 2001.
(e) None.
MASSPOWER
(a) MASSPOWER, a Massachusetts general partnership with its principal place
of business at One Bowdoin Square, Boston, MA 02114-2910, is an EWG
that owns and operates an eligible 240 MW facility located in
Springfield, Massachusetts. MASSPOWER's application for EWG status was
granted in MASSPOWER, 83 FERC P. 62,273 (1998).
(b) EIF Investors, Inc. owns a 0.5% general partnership interest and a
4.9% limited partnership interest in EIFIII. EIFIII holds a 17.5%
equity interest in MASSPOWER.
(c) The total cost of the MASSPOWER facility was $240,000,000 as of
December 31, 2001. Of that amount, $42,000,000 is attributable to
EIFIII. There are no direct or indirect guarantees by Black Hills
Corporation in favor of MASSPOWER. There is no direct or indirect
recourse to Black Hills Corporation or any system company relating to
any debt of MASSPOWER.
(d) As of December 31, 2001,, the total cost of the MASSPOWER facility was
$240,000,000.
(e) None.
27
EXHIBIT A
Consolidating statement of income and retained earnings of Black Hills
Corporation and its subsidiaries for the year ended December 31, 2001 and a
consolidating balance sheet as of December 31, 2001.
The Company is requesting confidentiality for the financial statements
ended December 31, 2001 of this U-3A-2 filing. This request is being made
pursuant to Section 22b of the Public Utility Holding Company Act of 1935 and
Rule 104 thereunder.
28
EXHIBIT B
Organizational Charts Showing Relationship of Each EWG or Foreign Utility
Company to Associate Companies in the Holding Company System
Exempt Wholesale Generators (EWGs):
1. ADIRONDACK HYDRO DEVELOPMENT CORPORATION
Black Hills Corporation
Black Hills Power, Inc.
Black Hills Energy Capital, Inc.
Adirondack Hydro Development Corporation
2. BLACK HILLS COLORADO, LLC
Black Hills Corporation
Black Hills Power, Inc.
Black Hills Energy Capital, Inc.
Black Hills Colorado, LLC
3. INDECK PEPPERELL POWER ASSOCIATES, INC.
Black Hills Corporation
Black Hills Power, Inc.
Black Hills Energy Capital, Inc.
Black Hills North America, Inc.
North American Funding, LLC
Indeck North American Power Partners, LP
Indeck North American Power Fund, LP
Indeck Pepperell Power Associates, Inc.
4. FOUNTAIN VALLEY POWER, LLC
Black Hills Corporation
Black Hills Powers, Inc.
Black Hills Energy Capital, Inc.
Black Hills Fountain Valley, LLC
Fountain Valley Power, LLC
29
5. HARBOR COGENERATION COMPANY
Black Hills Corporation
Black Hills Power, Inc.
Black Hills Energy Capital, Inc.
North American Funding, LLC
Black Hills North America, Inc.
Indeck North American Power Partners, LP
Indeck North American Power Fund, LP
Black Hills Harbor, LLC
Harbor Cogeneration Company
6. BLACK HILLS GENERATION, INC.
Black Hills Corporation
Black Hills Power, Inc.
Wyodak Resources Development Corp.
Black Hills Generation, Inc.
7. HUDSON FALLS, LLC
Black Hills Corporation
Black Hills Power, Inc.
Black Hills Energy Capital, Inc.
Adirondack Hydro Development Corporation
Hudson Falls, LLC
8. ADIRONDACK OPERATING SERVICES, LLC
Black Hills Corporation
Black Hills Power, Inc.
Black Hills Energy Capital, Inc.
Adirondack Hydro Development Corporation
Adirondack Operating Services, LLC
9. SISSONVILLE LIMITED PARTNERSHIP
Black Hills Corporation
Black Hills Power, Inc.
Black Hills Energy Capital, Inc.
Adirondack Hydro Development Corporation
Sissonville Corporation
Sissonville II, LLC
Sissonville Limited Partnership
30
10. NYSD LIMITED PARTNERSHIP
Black Hills Corporation
Black Hills Power, Inc.
Black Hills Energy Capital, Inc.
Adirondack Hydro Development Corporation
State Dam Corporation
State Dam II, LLC
NYSD Limited Partnership
11. WARRENSBURG HYDRO POWER LIMITED PARTNERSHIP
Black Hills Corporation
Black Hills Power, Inc.
Black Hills Energy Capital, Inc.
Adirondack Hydro Development Corporation
Warrensburg Corporation
Warrensburg II, Corporation
Warrensburg Hydro Power Limited Partnership
12.. NORTHERN ELECTRIC POWER COMPANY, LP
Black Hills Corporation
Black Hills Power, Inc.
Black Hills Energy Capital, Inc.
Adirondack Hydro Development Corporation
Hudson Falls, LLC
Northern Electric Power Company, LP
13. ADIRONDACK HYDRO - FOURTH BRANCH, LLC
Black Hills Corporation
Black Hills Power, Inc.
Black Hills Energy Capital, Inc.
Adirondack Hydro Development Corporation
Adirondack Hydro - Fourth Branch, LLC
14. JAMAICA PRIVATE POWER COMPANY
Black Hills Corporation
Black Hills Power, Inc.
Black Hills Energy Capital, Inc.
EIF Investors Fund II, LP
Jamaica Private Power Company
31
15. P.A. DON PEDRO, S.A.
Black Hills Corporation
Black Hills Power, Inc.
Black Hills Energy Capital, Inc.
EIF Investors Fund II, LP
P.A. Don Pedro S.A.
16.. P.H. RIO VOLCAN, S.A.
Black Hills Corporation
Black Hills Power, Inc.
Black Hills Energy Capital, Inc.
EIF Investors Fund II, LP
P.H. Rio Volcan, S.A.
17. BERKSHIRE POWER COMPANY, LLC
Black Hills Corporation
Black Hills Power, Inc.
Black Hills Energy Capital, Inc.
EIF Investors Fund III, LP
Berkshire Power Company, LLC
18. MASSPOWER
Black Hills Corporation
Black Hills Power, Inc.
Black Hills Energy Capital, Inc.
EIF Investors Fund III, LP
MASSPOWER
32
BLACK HILLS CORPORATION
The above-named claimant has caused this statement to be duly executed on its
behalf by its authorized officer on this 28th day of February, 2002.
Black Hills Corporation
By /s/ Mark T. Thies
-----------------
Mark T. Thies
Sr. Vice President Finance and CFO
Corporate Seal
Attest:
/s/ Steven J. Helmers
- ---------------------
General Counsel and Corporate Secretary
Name, title and address of officer to whom notices and correspondence concerning
this statement should be addressed.
Steven J. Helmers
General Counsel and Corporate Secretary
Post Office Box 1400
Rapid City, SD 57709
33